By-Laws of the Upland Community Emergency Response Team

By Laws of UPLAND COMMUNITY EMERGENCY RESPONSE TEAM	March 1 2012
The Bylaws attached, once adopted by the Upland CERT Executive Committee, will establish the Board of Directors, outline the structure of the organization and regulate its affairs.		Approved by the Membership 12/19/12

 

 

Article I: Name

The name of this Organization shall be the Upland Community Emergency Response Team (hereinafter the Upland CERT Organization or “Organization.”)

Article II: Principal Office

The principal office of the Organization shall be located in the City of Upland, California (Upland). The Organization may move the principal office within Upland from time to time as may be required or as the Executive Committee or the Upland Fire Department may authorize.

Article III: Mission Statement

The mission of the City of Upland Community Emergency Response Team (CERT) is to: “Help Upland’s residents to be more prepared to respond to multi-hazard incidents by forming neighborhood response teams that can plan, respond, mitigate, and recover from emergency incidents until Upland’s Emergency Services can respond”.

Upland CERT will form a response organization that the City of Upland, Upland Fire and Police Departments can rely on, when activated, to perform response tasks that allow the Emergency Services personnel to respond to higher priority tasks.  Upland CERT will plan and deliver emergency preparedness education and community outreach programs.

Article IV: Powers and Duties

A.    The Upland CERT Organization serves at the direction of the Upland Fire Department. The Organization shall be responsible for the program management.

B.     The allocation of powers and duties between these two organizations is as follows:

1.      Upland Fire Department.  The Fire Department’s powers and duties shall include but are not limited to the following:

a)      A representative from the Fire Department shall serve as liaison and technical advisor to the Organization.

b)      Provide assistance with funding for materials and supplies.

c)      Provide select training.

d)     As applicable, conduct criminal background checks on Level 2 and 3 CERT Volunteers.

e)      Issue CERT identification cards to Level 2 and 3 CERT Volunteers.

f)       Act as the Disaster Service Worker Volunteer Program (DSWVP) Coordinator for the Upland CERT Program.  Register volunteers, facilitate administration of the loyalty oath, and provide documentation required for workers’ compensation coverage under the DSW Program.

g)      Provide access to city resources and facilities at no charge.

h)      Provide liaison with San Bernardino County Office of Emergency Services (“SBC OES”), and track completion. 

i)        The Fire Department shall be advised on any and all actions proposed by the Organization’s Executive Committee.

2.      Upland CERT Organization. The Organization shall be governed by the Executive Committee and its powers and duties shall include the following:

a)      The Chair or his/her designee shall serve as liaison to the Upland Fire Department.

b)      Establish, manage and approve the CERT Operations, Logistics and Training committees’ plans and recommendations.

c)      Provide data management.

d)     Maintain the CERT member’s website.

e)      The Executive Committee will provide a representative for each Basic CERT Course.

f)       Advertise classes, process applications and releases, compile class data.

Article V: Membership

A.    Eligibility.  Membership in the Organization shall be open to residents of the City of Upland or persons that work in the City of Upland who are at least 18 years of age and who have:

1.      Completed the Upland Fire Department or other FEMA approved CERT training programs.

2.      As applicable, completed and passed a criminal background check.

3.      Remained an active CERT member by attending training and drills as stated in the Upland CERT Policy Manual.

B.     Identification Card.   Each member of the Organization will be issued a CERT identification card.  The identification card must be worn at all CERT events and presented on request of any City of Upland official.  The identification card is the property of the Upland Fire Department and must be returned to the Fire Department upon termination of membership or dissolution of the Organization. 

C.     Transfer of Membership.  Membership in the Organization shall not be transferable or assignable to another person.

D.    Termination.  Any members of the Organization may withdraw from membership by tendering a written resignation to the Chair or Secretary. Any member of the Organization who by personal or business conduct, violates any of the by-laws, rules or regulations of the Organization as referenced in the Upland CERT Policies, or who is guilty of conduct unbecoming a member of this Organization, may be suspended or expelled by the Executive Committee or by the Upland Fire Department. Any member who fails to make contact with the Organization or meet the Organization eligibility requirements of Article V, for a period of one (1) year, shall have been considered of having voluntarily resigned from the Organization.  Members whose membership has been terminated shall turn in their identification card and any other property belonging to either the Upland Fire Department or the Organization.

Article VI: Meeting of Members

A.    Place.  Meetings of the Organization shall be held at such place within Upland as may from time to time be designated by the Executive Committee and stated in the notice of meeting.

B.     Annual Meeting. The Organization shall hold a meeting of its members on at least an annual basis.  The time and date of the annual meeting of the members of the Organization shall be set at the discretion of the Executive Committee.  At such meeting a majority of the members present shall elect from their number the Directors of the Executive Committee as specified in Article IX, consider reports of the affairs of the Organization, and transact such other business as may properly come before the meeting.

C.     Special Meetings.  Special meetings of the Organization’s membership may be called by the Chair or by a majority of the Executive Committee.  Notice of any special meeting shall state in general terms the purpose for which the meeting is to be held.

D.    Notice.  Written notice of all meetings of the Organization shall be mailed, e-mailed, or delivered to each member and Director at least five (5) days prior to the meeting.

E.     Chair of Meeting.  The Chair, or in his/her absence the Vice Chair, shall preside at all meetings of the Organization. In the absence of the Chair and Vice Chair the Executive Committee may appoint any Director to act as acting Chairperson of the meeting.

F.      Secretary of Meeting.  The Secretary of the Executive Committee shall act as Secretary for all meetings of the Organization and, in his/her absence; the Chair may appoint any Director to act as acting Secretary of the meeting.

G.    Quorum and Proxies.  The presence of members entitled to cast twenty percent (20%) of the votes shall be requisite for, and shall constitute a quorum for the transaction of business at all meetings of members. No proxies shall be permitted.

H.    Parliamentary Authority. Robert’s Rule of Order shall be followed.

 

Article VII: Executive Committee

A.    Number.  There shall be (9) members of the Executive Committee an assigned Upland Fire Department Liaison.

B.     Qualification. All Directors on the Executive Committee and the Upland Fire Department Liaison shall be members of the Organization and, except as otherwise provided in the By Laws, shall be elected at the annual meeting of the members and shall serve until their successors are elected and qualified.

C.     Term.  No member of the Executive Committee shall serve more than (2) two consecutive two (2) year terms.

D.    Vacancies. Any vacancy in the Executive Committee shall be filled by the remaining Directors upon the recommendation of the Chair at a meeting held pursuant to Article VIII at the earliest appropriate time.  A Director so appointed to fill a vacancy shall hold office for the unexpired term of his/her predecessor.

E.     Powers. The powers of the Executive Committee shall include the following:

1.      General. Manage properties, business, and affairs of the Organization in a lawful manner.

2.      Officers and Agents. Appoint all agents of the Organization and prescribe their duties.

3.      Committees.  Appoint such standing or special committees as may be found necessary or desirable to carry out the objects and purposes of this Organization and to define their powers and prescribe their duties.

F.      Resignation.  A Director may resign from the Executive Committee at any time by providing written notice of his/her resignation addressed to the Chair or Secretary of the Organization.

G.    Compensation.  Directors serving on the Executive Committee are volunteers and do not and shall not receive any compensation for their services.

H.    Reimbursement of Expenses.  Directors may only be reimbursed for expenses incurred on behalf of the Organization that are preapproved by the Executive Committee and the Upland Fire Department.

I.       Removal of Directors.  Any Director may be removed for cause by a majority vote of the Directors then serving on the Executive Committee. A Director may also be removed for cause at the direction of the Upland Fire Department liaison.

Article VIII: Meeting of Executive Committee

A.    Place. Meetings of the Executive Committee may be held at any location within the City of Upland, California.

B.     Regular Meetings. Regular meetings of the Executive Committee shall be held monthly or at such intervals as shall be determined by resolution of the Executive Committee.

C.     Special Meetings. Special meetings of the Executive Committee may be called by the Chair with three (3) days advance notice of the time, place and purpose thereof, served either personally, by mail, or by e-mail to all other Directors.  Special meetings of the Executive Committee shall be called by the Chair or Vice Chair upon receipt of a valid request from at least two (2) Directors and notice of said meeting shall be given as provided in the preceding sentence.

D.    Quorum and Proxies.  A simple majority of the Executive Committee shall be necessary to constitute a quorum for the transaction of business, and the acts of the majority of the Directors present at any meeting at which there is a quorum shall constitute the action of the Executive Committee. Directors attending by way of live phone connection and/or video conference shall be counted as present.  Proxies shall not be permitted.

E.     Voting. 

1. At all meetings of the Executive Committee, each Director present, in person, shall have one vote.

2. The Fire Department liaison will have one (1) vote.

3. Parliamentary Authority.  Robert’s Rule of Order shall be followed.

 

Article IX: Nomination and Election of Directors

Members to be elected. (a) The first Directors will be appointed by the Upland Fire Department. Four (4) Directors (the Chair, the Vice Chair, the Financial and the Training) will be appointed to a two (2) year term and three (3) Directors (the Operations, the Secretary, and the Logistics Director.) will be appointed to a one (1) year term.  All succeeding terms for Directors shall be for a period of two (2) years.  As the terms for the above Directors expire, members shall elect new Directors at the annual meeting conducted pursuant to Article VI pursuant to the process set forth in this Article IX.  Directors shall not serve more than two (2) consecutive two (2) year terms. (b) The first Members at Large will be appointed by the Executive Committee. There shall be two (2).  Members at Large shall be appointed to a two (2) year term. All succeeding terms for Members at Large shall be for a period of two (2) year. Members at Large are ineligible for immediate re-election. As the terms for the above Members at Large expire, members shall elect new Members at Large at the annual meeting conducted pursuant to Article VI pursuant to the process set forth in this Article IX.

 

A.    Nominating Committee. The nominating committee shall consist of three (3) members of the general membership at large and one member of the Executive Committee appointed annually by the Executive Committee, and the Vice Chair who will serve as chair of the nominating committee.  The nominating committee shall be appointed not less than forty five (45) days prior to the annual meeting of the members.

B.     A letter of intent for members desiring to serve as Director must be submitted to the nominating committee no less than thirty five (35) days prior to the annual meeting to be considered by the nominating committee.

C.     The report of the nominating committee shall, in each instance, be filed with the Secretary of the Executive Committee not less than twenty five (25) days prior to the annual meeting of members. The Secretary shall thereupon give notice to the members of such nominations no less than twenty (20) days prior to the annual meeting of the members.

D.    Election.  Elections to the Executive Committee shall be by written ballot.  Directors shall be elected at the annual meeting of members from the slate of nominees presented by the nominating committee. Only those persons who have been nominated in accordance with the provisions of the by-laws shall be eligible to be voted upon as Directors.

E.     Voting.  Each member of the Organization shall be entitled to one vote per Director Position or per question coming before the membership.

Article X: Duties of Directors

A.    Chair. 

1.      The Chair shall preside at all meetings of the members of the Organization and of the Executive Committee.

2.      The Chair shall be an ex-officio member of all standing committees.

3.      The Chair shall perform such other duties as pertain to the office of Chair and shall see that the direction of the members and of the Executive Committee shall be carried into effect.

4.      The Chair shall be the liaison between the Organization and the Upland Fire Department. Any and all actions taken by the Executive Committee shall be reported to the Upland Fire Department Liaison.

 

B.     Vice Chair.

1.      The Vice Chair shall, in the absence or disability of the Chair, perform the duties and exercise the powers of the Chair.

2.      The Vice Chair shall chair the nominating committee.          

 

C.     Secretary. 

1.      The Secretary shall respond in the name of the Organization to correspondence received either in writing or by e-mail at the direction of the Chair.

2.      The Secretary shall attend all meetings of the Executive Committee and shall keep electronic and hardcopy of all the transactions at such meetings in a minute book belonging to the Organization. Such record is to include a copy of the financial report.

3.      The Secretary shall send out notices of meetings of the members and of the Executive Committee and shall do all such things and carry out all such orders, as required by the members of the Organization and/or the Executive Committee, in a lawful manner.

D.    Finance Director.

1.      All funds related to the CERT Organization shall be held in accounts maintained by the Upland CERT and/or the Upland Fire Foundation, in accordance with the applicable Memorandum of Understanding (MOU).

2.      The Finance Director shall render a financial report to the executive committee at the monthly meeting of the Executive committee and annual meeting of the Organization.

3.      The financial records of the organization are public information and shall be made available to the Executive Committee, Membership and the public.

E.     Operations Director.

1.   The primary responsibility of the Operations Director is to work with the Executive Committee to develop and monitor an operational plan for the Organization.

2.   The Operations Director shall keep a correct list of the names, telephone numbers, and e-mail addresses of the members of the Organization.

3.  The Operations Director is responsible for the oversight and administration of: personnel, member data management, website and social media development and management, Public Affairs, CERT activation and other programs as determined by the Executive Committee.

F.  Logistics Director.

1.   The Logistics Director is responsible for the oversight and administration of: logistics planning, medical supplies, equipment readiness and preventive maintenance, equipment data management inventory control and any other programs as determined by the Executive Committee.

G.  Training Director.

1. The Training Director is responsible for the oversight and administration of all member training and other programs as determined by the executive committee.
2. The Training Director will act as liaison to the County of San Bernardino and other organizations for the purpose of providing additional training and support for the Organization.
3. The Training Director shall develop and document a plan to implement the goals as established by the Executive Committee.  This plan includes developing a CERT annual Training & Exercise Plan (T&EP).

H.  Member at Large.

1. Member at large represents the interest of the general membership on the Executive Committee.  They may take responsibilities for activities on the basis of interest or at the request of the Executive Committee or serve on ad hoc and standing committees, and handle special projects.  There shall be two (2) Members at Large. 

Article XI: Contracts, Checks, Deposits, Gifts, Donations

 

A.    Contracts.  The Executive Committee may authorize a Director or Directors, agent or agents of the Organization, in addition to or in place of the Directors so authorized by the Bylaws, to enter into a contract or execute and deliver any instruments or document in the name of the Organization, and such authority may be general or confined to specific instances. All contracts shall be approved and signed by the Fire Department liaison or his/her designee.

B.     Gifts and Contributions.  The Executive Committee may accept, on behalf of the Organization, any contributions, gifts, bequests, or device for the general purpose or for any special purpose of the Organization. Such contributions, gifts, bequests, or devices shall be in conformity with the laws of the United States, the State of California, and any other relevant jurisdiction.

C.     Grants. The Executive Committee may seek grant proposals that may be of benefit to the Organization.

Article XII: Books and Records

The Organization shall keep correct and complete books and records of accounts and also shall keep minutes of the proceedings of its Executive Committee and committees having any of the authority of the Executive Committee.  A record shall be kept of the names, telephone numbers, and e-mail addresses of all members. Any Director may inspect all books and records.

Article XIII: Logo

The logo of the Upland CERT Organization shall be maintained by the Secretary and shall be authorized for use only by the Executive Committee.

 

Article XIV: Motto

The Motto of the Upland CERT Organization is:  “In all things be prepared”

Article XV: Liability of Members and Directors

Neither the members nor the Directors of the Organization shall be personally liable for the debts, liabilities or obligations of the Organization as long as they are following policy and procedures set forth by the Upland Fire Department and the City of Upland.

Article XVI: Fiscal Year

The fiscal year of the Organization shall begin on the first day of July and end on the last day of June.

Article XVII: Electronic and Printed Media

The Executive Committee and the Upland Fire Department shall approve the substance and content of all electronic and printed media that is associated with or related to the Organization, including, but not limited to, anything that is identified with the Organization’s logo, or the Organization name or acronym.

Article XVIII: Amendments to By Laws

The Executive Committee shall have the power to add any provision to or alter or repeal any provision of these by-laws by a vote of the majority of all of the Directors present at any regular or special meeting, provided that a statement of the proposed action shall have been included in the notice of such meeting.

Article XIX: Disposition of Assets on Dissolution

Upon the last and decisive conclusion of business or dissolution or winding up of the Organization, the remaining assets shall be distributed to the Upland Fire Department.

 

These Bylaws were approved at a meeting of the Executive Committee on December 19, 2012.

 

Draft 7 (12/19/12), BA